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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number
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(Check One):
[ ] Form 10-K and Form 10-KSB [X] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended:
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[X] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Group 1 Automotive, Inc. 401(k) Savings Plan
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Former name if applicable
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Address of principal executive office (Street and number) 950 Echo Lane,
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Suite 350
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City, state and zip code Houston, Texas 77024
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PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, Form 20-F, 11-K, Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, 10-QSB, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The Company's independent accountants have been unable to complete the audit
of the Plan and issue their report on the Plan's financial statements. The audit
and the related report are expected to be completed on or before July 13, 2000.
Attached is a statement from Crowe, Chizek and Company LLP stating why the
required report of independent accountants cannot be completed timely.
12b25-1
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Scott L. Thompson 713 647-5700
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Group 1 Automotive, Inc. 401(k) Savings Plan
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 28, 2000 By: /s/ SCOTT L. THOMPSON
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Scott L. Thompson, Senior Vice President
Instruction: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to
Rule 13(b) of Regulation S-T.
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EXHIBIT A
June 28, 2000
Group 1 Automotive, Inc. 401(k) Plan
950 Echo Lane, Suite 100
Houston, Texas 77024
We were engaged to audit the financial statements as of and for the period ended
December 31, 1999 of the Group 1 Automotive, Inc. 401(k) Plan (the "Plan"). The
Plan was formed July 1, 1999 to effectuate a merger of ten predecessor plans. We
determined that the Plan did not have certain information from the Plan's
independent trustee and record keeper to support and document certain financial
transactions of the Plan, which records are required to perform an audit of the
financial statements. We made requests for copies of the data but did not
receive the information from the independent trustee and record keeper in a
timely manner. We have received part of the information and expect delivery on
the remainder soon. We anticipate completing our audit on or before July 13,
2000.
Crowe, Chizek and Company LLP
